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Pavna Industries Ltd.

BSE: 535375 Sector: Others
BSE 05:30 | 01 Jan Pavna Industries Ltd
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Pavna Industries Ltd. (PAVNAIND) - Director Report

Company director report


The Members

Your Directors are pleased to present 27th Annual Report on the business andoperations of the Company along with Audited Financial Statements (Standalone andConsolidate) for the financial year ended on March 31 2021.



Financial Performance of the Company for the year ended 31st March 2021 issummarized below:

(Rs. In Lakh)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 17121.70 13620.11 21940.72 17969.47
Total expenditure 15593.94 12147.69 19954.02 16112.59
Operating profit 1527.76 1472.41 1986.70 1856.88
Other Income 14.41 11.10 19.09 13.38
Profit before interest foreign exchange depreciation amortization exceptional item and tax 1542.17 1483.52 2005.79 1870.26
Finance cost 445.10 321.31 . 536.77 381.13
Profit before depreciation amortization exceptional item foreign exchange and tax 1097.07 1162.20 1469.02 1489.13
Depreciation amortization and product development/ engineering Expenses 355.51 415.87 404 437.04
Profit/(loss) before exceptional items and tax 741.55 746.33 1065.02 1052.09
Exceptional Items - loss (net) 34.24 (133.82) 6.00 136.61
Profit / (loss) before Tax 775.80 609.72 1059.02 915.48
Tax expenses / (credit) (net) 246.18 204.05 338.28 284.52
Profit / (loss) after Tax 529.61 405.66 720.74 630.96
Attributable to:
- Shareholders of the Company - - 623.13 426.10
- Non-controlling interest - - 97.61 204.86
Earning Per Equity Share 8.70 7.82 - -


OPERATIONAL PERFORMANCE Standalone Operational Performance

During the review the Company has generated revenue from operation Rs. 17121.70 lakhwhich is 25.71% higher than Rs. 13620.11 lakh in FY 2019-20. The Company has shown itsefficiency to perform in such Pandemic COVID-19 situation and maintained its operationseven followed instruction during peak of COVID cases. Operating Expenses of the Companyhas also increased by 28.37% than to last FY.

The Company has booked Profit Before Tax (PBT) of Rs. 775.80 Lakh and Net Profit of Rs.529.61 lakh compare to last year of Rs.609.72 lakh and Rs. 405.66 lakh respectively.

Subsidiary Operational Performance

The Company has four subsidiaries. Performance of the subsidiaries have contributedpositive increase in the revenue as well as operational profit even in COVID situation asper below table shows-

(Rs. In Lakh)

2020-21 2019-20 2020-21 2019-20 2020-21 2019-20 2020-21 2019-20
Revenue 1532.55 1467.46 3320.58 3225.26 28.69 14.94 4707.75 2002.76
Operational Exp. 1446.67 1382.41 3040.84 2966.21 16.95 13.01 4626.17 1964.31
Operational Profit 85.88 85.05 279.73 259.04 11.74 1.93 81.58 38.45

Consolidated Operational Performance

During the year under review consolidated revenue from operations for the year endedas on March 31 2021 is Rs. 21940.72 lakhs while last year operational revenue was17969.47 lakh. However the expenses have also been increased by 23.41% compare to lastyear. The Company has booked Net Profit of Rs. 720.74 Lakh which is nearly 15% increasedcompare to last year consolidate figures.



To strengthen the financial position of the Company your Directors are notrecommending any dividend for the financial year 2020-21 under review.



The Company has transferred net profit of Rs. 529.61 lakh to the reserve and Surplusduring the financial year.



The Paid Share Capital of the Company as on 01st April 2020 was 25 94 000equity shares of Rs.10/- each aggregating to Rs. 259.40 Lakh.

The Company made a bonus allotment of 25 94 000 bonus shares of face value of Rs.10/- each in ratio of 1:1 (i.e. one equity share for every one equity share already held)to the Members on 12th June 2020. With this allotment the total issued andpaid-up capital of the Company has increased to Rs. 518.80/- lakh comprising of 5188000equity shares of face value of Rs. 10/- each.

Further the Company made IPO allotment of 902400 equity shares of Rs. 10/- for Rs.165/- each including premium of Rs. 155/- per Shares on 04th March 2021.Withthis allotment the total issued and paid-up capital of the Company as on 31stMarch 2021 has increased to Rs. 609.04/- lakh comprising of 60 90400 equity shares offace value of Rs. 10/- each.



The Directors are pleased to inform that the Company's Initial Public Offering (IPO) byFresh Issue of 902400 (Nine Lakh Two Thousands Four Hundred Only) Equity Shares andOffer for Sale of 897600 (Eight Lakh Ninety Seven Thousand Six Hundred) Equity Shares bySelling Shareholder Mrs. Asha Jain aggregating to 18 00000 (Eighteen Lakh) Equity Sharesof face value of Rs. 10/- (Rupee One only) at a price of Rs. 165 (Rupees One hundred andSixty Five only) per share received a fair response from the investors. The issue was 100%underwritten by the underwriters. The Issue opened on 24th February 2021 andclosed on 01st March 2021. The issue was subscribed 1.41 times (beforerejection). After considering the Rejection cases (including bids not banked of 84800Shares for 106 applications) the Issue was subscribed to the extent of 1.34 times. TheCompany has registered its Prospectus dated February 16 2021with the Registrar ofCompanies Kanpur.

The main object of the IPO was to achieve the benefits of listing the Equity Shares onthe Stock Exchanges which includes enhanced visibility and brand image of your Company andalso provide a public market for the Equity Shares in India. Your Company received Rs.1488.96 (Fourteen Crore Eighty Eight Lakh Ninety Six Thousand Only) from the IPO and theoffer proceeds were utilized to repayment of unsecured loans taken form directors andrelated corporate. IPO proceed against offer for sale share directly transferred toselling shareholder i.e. Mrs. Asha Jain's bank account.

The Company received Listing and trading approval from NSE Emerge on 09thMarch 2021.

The success of IPO reflects the trust faith and confidence that investors customersbusiness partners and markets have reposed in your Company.



Your Company is engaged in manufacturing of wide range of automotive components forreputed Original Equipment Manufacturers (OEMs) as per their requirements primarilycatering to various vehicle segments including passenger vehicles two-wheelersthree-wheelers heavy and light commercial vehicles and off-road vehicles.

There is no change in the nature of business during the year under review.



The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressed of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressed) Act 2013 and the Rules thereunder. Internal ComplaintsCommittee (‘ICC') is in place for all works and offices of the Company to redresscomplaints received regarding sexual harassment. During the FY 2020-21 the Company hasnot received any complaint.



The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Act read along with Rule 8of the Companies (Accounts) Rules 2014 is as follows-


The Company has always been conscious about conservation of energy in its ManufacturingPlants which leads to optimized consumption of non-renewable fossil fuels energyproductivity climate change mitigation and reduction in operational costs. Your Companycarries out its operations in an environmental friendly manner and continuously active tofind ways to for the betterment of the Company as well as for the society.

During the year the Company has consumed total 91.61 lakh KVAH electricity in itsoperation.

Energy Conservation projects have been implemented at all Plants and Offices of theCompany in a planned and budgeted manner. In FY 2021 all Plants achieved significantreduction in fixed energy consumption on non-working days by administrative and processcontrols. Some of the major decision includes:

- Machinery based meters has been installed for each machine to calculate consumption.

- Gas furnace replaced with electricity to control environment pollution from releaseof Carbon Monoxide.

- Installed in our all plants cooling towers to cut down use of water and chemicalsthat also lower the risk of bacterial contamination.

- Replaced all lighting equipment with LED to reduce consumption of electricity.

- Installed exhaust blowers in every plants.

- Installed Machines interlock system in ADC dept. with timer that helps in control ofwaste of electricity.


We have strong R&D capabilities including product design reverse engineeringvirtual simulation / validation prototyping and testing. During the year the Company hasdone following research and developments on our existing products-

SI Product Image Product Name Application of Product Research & Development achieved
01 Brake Switch 2WH > More cost efficient
> Compact in size
02 Fuel Tank Cap with valve mechanism Truck > Thread type fuel tank cap.
> Pressure regulated cap thruvalves.
> Only cap in thread type(060mm) with valve mechanism.
> Ergonomically Design.
03 Fuel Tank Cap 2WH > Sealed Cap
> Compact in Size
04 Ignition Switch 2WH > Low cost Ign Switch
> Compact in Size
> Thread Mounted
05 Ignition Switch Tractor > High current Switch
> Thread Mounted
> High Reliability
06 Rear Light Switch 2WH > Low Current switch
> Compact in Design
> Innovative design for contacts.
07 Chain Tensioner 2WH > Using the tension of the springto press the chain tightly.
> Adjustable
08 Valve Relief Assy 2WH > New Development
09 Oil Pump Assy 2WH > Applied to 2 &4 stroke engine.
> Application Motorcycles snowmobile ATV water craftand etc..


During the year the Company has imported raw material out of India of Rs. 0.22 Lakh andExported Store Spare Packing and Tools in Indian Rupees of Rs. 8.78 lakh which was inyear 2019-20 of Rs.3.86 Lakh.


Foreign Exchange Earnings and Outgo

Particulars EURO € US $
Import in Foreign currency 0 70005.47
Export in Foreign currency 220504.56 1240



The impact of Covid-19 on the Company's financial statements has been given in theNotes to financial statements for the year ended 31st March 2021 and theCompany's response to the situation arising from this pandemic has been explained in theManagement Discussion and Analysis which forms part of the Annual Report.



Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at


The Company has 04 subsidiaries as at March 31 2021 and detail subsidiaries asfollows-

Name of Subsidiary % of Subsidiary Location Nature of Business
Pavna Auto Engineering Private Limited 50.74% Aligarh UP Manufacturing of Auto Mobile Parts Accessories Spare Parts assemblies parts Fuel and petrol taps and cocks and all accessories and assembly line of Die Casting products
Pavna Sunwor ldAutotech Private Limited 71.50% Aligarh UP Manufacturing of all types of Automobiles Auto Parts Engineering Goods and Hardware etc.
Swapnil Switches Private Limited 50.74% New Delhi Manufacturing of all type of electric auto switches and accessories thereof and store parts.
Pavna Marketing Private Limited 99.99% Aligarh UP Business of marketing and trading of automobiles locks auto parts die casting items

Your Company does not have any holding joint venture and associate companies duringthe year under review.



During the year under review the Company has constituted CSR committee and spent Rs.10.00 lakh under CSR activities as per the section 135 of the Companies Act 2013 andRules made thereunder.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year in theformat prescribed in the Companies (CSR Policy) Rules 2014 are set out in Annexure - I



As on date the Board of the Company comprises of total 6 (Six) directors are as setout in Annexure- II.

Appointment / Re-appointment

In accordance with provisions of the Act and the Articles of Association of theCompany Mrs. Asha Jain Whole Time Director (DIN: 00035024) is liable to retire byrotation and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations andthe SS- 2 on General Meeting are given in the Notice of Annual General Meeting ('AGM')forming part of the Annual Report.

Independent directors

In terms of Section 149 of the Act and the SEBI Listing Regulations Mr. AchyutanandRam Chandra Mishra (DIN: 0940098) and Mr. Naozer Firoze Aibara (DIN: 08759817) are theIndependent Directors of the Company as on date of this report.

All Independent Directors of the Company have given declarations under Section 149(7)of the Act that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation25(8) of the Listing Regulations the Independent Directors have confirmed that they arenot aware of any circumstance or situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence. The Independent Directors of theCompany have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairsin terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules 2014.

As reported in the previous year Mr. Naozer Firoze Aibara (DIN: 08759817) and LateAshwani Kumar (DIN: 08759813) were appointed as Additional and Independent Directors onthe Board for a tenure of 5 years with effect from 25th June 2020. Pursuant toSection 161 of the Act read along with Rules framed thereunder the Members had videdOrdinary Resolution approved at the General Meeting held on 30th June 2020 asan Independent Directors.

Due to sudden death of Mr. Ashwani Kumar the Board has appointed Mr. Achyutanand RamChandra Mishra (DIN: 0940098) on 30th October 2020 as Additional andIndependent Director for a tenure of 5 years with effect from 08th October2020. Pursuant to Section 161 of the Act read along with Rules framed thereunder theMembers had vide Ordinary Resolution approved at the General Meeting held on 27thNovember 2020 as an Independent Directors.

In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfill the conditionsspecified in the Companies Act 2013 ('the Act')as well as the Rules made thereunder andare independent of the management.

Key Managerial Personnel

In terms of Section 203 of the Act the Company has appointment Mr. Makarand Mahajan(PAN: ABUPM4863G) Chartered Accountant as Chief Finance Officer and Ms. Geetika Varshney(PAN: AMGPV6412M) Company Secretary as Company Secretary and Compliance Officer of theCompany at Board Meeting hold on 11th May 2020 with effect from 01stJune 2020.

Due to personal her reason Ms. Geetika Varshney (PAN: AMGPV6412M) has resigned on 17thOctober 2020 from the position of Company Secretary and Compliance officer of the Companyand re-appointed as Compliance Officer for PAVNA GROUP.

Mrs. Divyani Koshta (PAN: BGYPK8182L) Company Secretary appointed as Company Secretaryand Compliance Officer of the Company on Board Meeting hold on 17th October2020 with immediate effect.



During the year the Board of Directors met 18 times. For details please refer to theReport on Corporate Governance which forms part of this Annual Report as Annexure II.



The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority.

The following Committees constituted by the Board function according to theirrespective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance as Annexure II which forms apart of this Report. Further during the year under review all recommendations made bythe various committees have been accepted by the Board.



During the year Members of the Company met 3 times. For details please refer to theReport on Corporate Governance which forms part of this Annual Report as Annexure II.



Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014 is annexed to the Report as Annexure-III.

The said Statement is also open for inspection. Any member interested in obtaining acopy of the same may write to the Company Secretary.



The annual evaluation process of the Board of Directors individual Directors andCommittees was conducted in accordance with the provision of the Act.

The Board evaluated its performance after seeking inputs from all the Directors on thebasis of criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.



The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013. The Company does not have any unclaimed deposits asof date.



As per Section 186 the Company has neither made investment nor given loan or madeguarantee or provided security to any person during the year.



The consolidated financial statements of the Company and its subsidiaries for FY2020-21are prepared in compliance with the applicable provisions of the Act and asstipulated under Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [SEBI Listing Regulations] as well as in accordance withthe Indian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015. The audited consolidated financial statements together with the IndependentAuditor's Report thereon form part of this Annual Report. Pursuant to Section 129(3) ofthe Act a statement containing the salient features of the Financial Statement of thesubsidiary companies is attached to the Financial Statement in Form AOC-1. Pursuant to theprovisions of Section 136 of the Act the Company will make available the said financialstatement of the subsidiary companies upon a request by any member of the Company or itssubsidiary companies. These financial statements of the Company and the subsidiarycompanies will also be kept open for inspection by any member and the same would also beavailable on the Company's website


All contracts/ arrangements/ transactions entered by the Company during the year withrelated parties were on an arm's length basis and mostly in the ordinary course ofbusiness. There were no material related party transactions (RPTs) undertaken by theCompany during the year that require Shareholders' approval under Regulation 23(4) of theSEBI Listing Regulations or Section 188 of the Act. The approval of the Audit Committeewas sought for all RPTs. Certain transactions which were repetitive in nature wereapproved through omnibus route. All the transactions were in compliance with theapplicable provisions of the Act and SEBI Listing Regulations.

Detail of transaction with related party shown in Form AOC-2.

During the year the Non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursement ofexpenses as applicable.



The Board takes responsibility for the overall process of risk management throughoutthe organization. Our business units and corporate functions address risks through aninstitutionalized approach aligned to our objectives. This is facilitated by corporateaudit. The Business risk is managed through cross-functional involvement and communicationacross businesses. The results of the risk assessment are presented to the seniormanagement. The Senior Management reviews business risk areas covering operationalfinancial strategic and regulatory risks.



The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behavior. In line with the Code of Conduct any actual or potentialviolation howsoever insignificant or perceived as such would be a matter of seriousconcern for the Company. The role of the employees in pointing out such violations of theCode cannot be undermined. Pursuant to Section 177(9) of the Act a vigil mechanism wasestablished for directors and employees to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Vigil Mechanism provides a mechanism for employees of the Company toapproach the Chairperson of the Audit Committee of the Company for redressed. No personhas been denied access to the Chairperson of the Audit Committee. The policy of vigilmechanism is available on the Company's website.




Pursuant to section 139 of the Companies Act 2013 and Rule 4(2) of the Companies(Audit and Auditors) Rules 2014 M/s Das Maheshwari & Company Aligarh (Firm's RegnNo. 007259C) was appointed as the Statutory Auditors of the Company at Annual GeneralMeeting held on 13th August 2020 to hold office for 5 years until conclusionof AGM to be hold on year 2025. The Auditor has represented that they are not disqualifiedand continue to be eligible to act as the Auditor of the Company.

The Statutory Auditors' Report for the financial year ended 31st March 2021forming part of the Annual Report contains an emphasis of matter on Financials of theCompany.

The Auditor of the Company have not reported any fraud or any qualification asspecified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or reenactments) thereof for the time being inforce).


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Director appointed M/s D.Sagar & Associates (CP No. - 11547) a Company Secretaries in Practice in Aurangabadto conduct the Secretarial Audit of the Company for year ended March 31 2021. The Reportof the Secretarial Audit is annexed herewith as Annexure IV.

The said Secretarial Audit Report contains qualifications reservations adverseremarks or disclaimers. The management's response is as follows on each qualification:

01. Qualification- the Company is not able to identify the MSME venders andoutstanding dues of MSME venders more than 45 days. Accordingly Company has not filed MSME1 form in regarding outstanding payments to MSME venders.


Response- the Management explained that they have sent emails to the vendors buthave n ot received anyconfirmation from them about their MSME registration.

02. Qualification The Company has transferred shares to PJ Wealth Management AndConsultant Private Limited on 10th June 2020. As per provisions of section 90 the companyhas to file form BEN-2 for with respect to declaration of beneficial ownership with in theperiod of 30 days from the day of transfer. The Company has not filed declaration ofbeneficial ownership in form BEN-2 from PJ Wealth Management And Consultant PrivateLimited.


Response- the Company has sent notice to PJ Wealth Management And ConsultantPrivate Limited in form BEN-4 to send complete detail of beneficial owner in form BEN-1butdidn't received any response.



No significant or material orders were passed by the any Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.



Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorysecretarial auditors and external agencies and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during FY 2021.

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of theAct with respect to Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofloss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.



Your Directors take this opportunity to thank the customers supply chain partnersemployees Financial Institutions Banks Central and State Government authoritiesRegulatory authorities and all the various stakeholders for their continued co-operationand support to the Company. Your Directors also wish to record their appreciation for thecontinued co-operation and support received from the Joint Venture partners / Associates.

For and on behalf of the Board of Directors
PAVNA INDUSTRIES LIMITED (Formerly known as Pavna Zadi Security Systems Limited)
(DIN: 01542555)
Place: Aligarh
Date: 03/09/2021